Completion of Placing-Replace

Seeing Machines Limited
31 October 2007



31 October 2007


This announcement replaces RNS number 6622G, the Completion of Placing, Issue of
Shares, Directors' Interests and Change in Shareholdings announcement from
Seeing Machines released at 07:01am this morning.


The change relates to the shareholding of David Gaul. The line which stated
that, as of 31 October 2007, David Gaul's shareholding would be 1,834,000 should
have instead stated that this shareholding would be 1,834,800.


                            Seeing Machines Limited
                      ('Seeing Machines' or the 'Company')


   Completion of Placing, Issue of Shares, Directors' Interests and Change in
                                 Shareholdings


Seeing Machines (AIM: SEE), a leading developer of advanced computer based
imaging software systems, has completed the combined placings, the subject of
the announcements made on 24 and 25 September and 26 October, issuing a further
47,652,000 ordinary shares at 2.5p per share bringing the total number of new
ordinary shares issued in the placings to 56,000,000 ordinary shares. The
Company has raised £1.4 million before expenses in the placings. The further
47,652,000 new ordinary shares have been admitted for trading on AIM today. This
brings the total share capital of the company to 312,164,929.


Following the issue of these 47,652,000 new ordinary shares the Company is aware
of the following relevant changes in directors' and connected persons'
shareholdings and substantial and significant shareholdings as defined in the
AIM Rules for Companies.


Directors and Connected Persons Shareholdings
+------------+----+--------------------------+--------------------------+
|            |Note|        To 30 October 2007|     As of 31 October 2007|
+------------+----+-----------+--------------+-----------+--------------+
|Shareholder |    |Shares Held|% shareholding|Shares Held|% shareholding|
+------------+----+-----------+--------------+-----------+--------------+
|Alexander   |   1| 85,594,176|        32.36%| 85,644,264|        27.44%|
|Zelinsky1   |    |           |              |           |              |
+------------+----+-----------+--------------+-----------+--------------+
|Trent       |    |           |              |     50,088|         0.02%|
|William     |    |           |              |           |              |
|Victor      |    |           |              |           |              |
+------------+----+-----------+--------------+-----------+--------------+
|Rob Sale2   |   2|  5,115,512|         0.84%|  5,115,512|         0.71%|
+------------+----+-----------+--------------+-----------+--------------+
|Nick Cerneaz|    |    391,914|         0.15%|  1,467,332|         0.47%|
+------------+----+-----------+--------------+-----------+--------------+
|William     |   3|           |              |    400,704|         0.13%|
|Mobbs3      |    |           |              |           |              |
+------------+----+-----------+--------------+-----------+--------------+
|David Gaul4 |   4|  1,000,000|         0.38%|  1,834,800|         0.59%|
+------------+----+-----------+--------------+-----------+--------------+

1. Alexander Zelinsky, a director of Seeing Machines, holds 25% of the issued
   shares in JATS Technology Pty Ltd which has 85,594,176 ordinary shares in 
   Seeing Machines. Mr. Zelinsky holds 50,088 Seeing Machines shares in his own 
   name.

2. Rob Sale's shares are 2,209,143 shares held in the name of Caffe Pty Ltd ATF
   the R C Sale Superannuation Fund and 2,906,369 shares held by Rob's wife 
   Paula Kay Sale.

3. William Mobbs shares are held in the names of William Mobbs and Catherine
   Holbery ATF The Bilbo Super Fund

4. David Gaul holds 1,834,800 shares through his company Jaiclimb Pty Limited.


Significant and Substantial Shareholdings
+-----------------+---------------------------+---------------------------+
|                 |         To 30 October 2007|      As of 31 October 2007|
+-----------------+------------+--------------+-----------+---------------+
|Shareholder      | Shares Held|% shareholding|Shares Held| % shareholding|
+-----------------+------------+--------------+-----------+---------------+
|JATS Technology  |  85,594,176|        32.36%| 85,594,176|         27.42%|
|Pty Limited1     |            |              |           |               |
+-----------------+------------+--------------+-----------+---------------+
|Australian       |  36,462,867|        13.78%| 36,462,867|         11.68%|
|National         |            |              |           |               |
|University       |            |              |           |               |
+-----------------+------------+--------------+-----------+---------------+
|Volvo            |  23,226,073|         8.78%| 23,226,073|          7.44%|
|Technological    |            |              |           |               |
|Development      |            |              |           |               |
+-----------------+------------+--------------+-----------+---------------+
|Volvo Technology |            |              | 16,000,000|          5.13%|
|Transfer AB      |            |              |           |               |
+-----------------+------------+--------------+-----------+---------------+
|Pershing Keen    |  10,916,642|         4.13%| 10,916,642|          3.50%|
|Nominees Limited |            |              |           |               |
+-----------------+------------+--------------+-----------+---------------+
|HSBC Global      |            |              | 10,000,000|          3.20%|
|Custody Nominee  |            |              |           |               |
|(UK) Limited     |            |              |           |               |
+-----------------+------------+--------------+-----------+---------------+
|Pershing Keen    |   9,264,999|            4%|  9,264,999|          2.97%|
|Nominees Limited |            |              |           |               |
+-----------------+------------+--------------+-----------+---------------+
|Roy Nominees     |   9,165,000|         3.46%|  9,165,000|          2.94%|
|Limited          |            |              |           |               |
+-----------------+------------+--------------+-----------+---------------+


--- ENDS ---


Enquiries:

Seeing Machines Limited   Insinger de Beaufort   Parkgreen Communications

Nick Cerneaz, CEO         Peter Ward, Chris      Justine Howarth, Erica
                          Caldwell               Nelson

[phone]       [phone]   [phone]

www.seeingmachines.com


Notes to editors:


About Seeing Machines


Seeing Machines is an award winning Technology Company which focuses on vision
based human machine interfaces. Formed in 2000 in Canberra, Australia, Seeing
Machines' purpose is to commercialise its computer-vision across a range of
industries and applications.

Seeing Machines deliver advanced computer vision solutions for researches and
developers in human factors, transportation safety, computer human interaction,
robotics, medical research and psychology. The flagship product faceLAB(R)
provides an automated and contact-free gaze and head tracking technology, it
solves the problem of observing human behaviour naturally, non-intrusively and
with a high degree of accuracy and usability. Building on these unique face
tracking and pupil measurement and monitoring capabilities, the TrueField
Analyzer(R) is new medical device to assist clinicians detect and manage eye
diseases such as glaucoma.

The TrueField Analyzer(R) offers a new objective method to help doctors diagnose
and manage a range of eye diseases including glaucoma, age related macular
degeneration and diabetic retinopathy. Glaucoma affects about 2-3% of the
population over 40 years of age and is a leading source of blindness. Unlike
most other devices available to the clinician the TrueField Analyzer is a
completely objective test and it is quick and easy for patients and technicians
alike. The device measures both eyes concurrently and due to the reliability
that arises from the objective nature of the test, it has the potential to
become a new standard in the measurement of visual field defects and thus in the
diagnosis and management of disease such as glaucoma.

More generally Seeing Machines' computer vision systems are able to measure the
orientation and position of a human head, estimate eye-gaze direction, detect
eye blinks and track other facial features. This functionality is achieved
entirely though visual means, using video cameras connected to advanced image
processing software, with no attachments required on the subject. Products such
as faceLAB(R) are designed to allow human factors researchers and designers to
assess the interaction of an operator in an environment and this finds
application in designing operator environments, such as cockpits for cars,
trucks, trains, and aeroplanes for instance, and other industrial design
applications, as well as medical and psychological research situations. The
technology has been developed into the Driver State Sensor (DSS2) product for
application in monitoring vehicle drivers and if it detects drowsiness (fatigue)
or that the driver is distracted and their attention has been diverted from the
road, alarms are raised to alert the driver to these events. In larger
deployments, such as in fleet and mining equipment operations, the data is
available in both real-time and off-line modes for fleet management, driver
training and awareness programs

The systems work in real-time, enabling the behaviour of subjects to be tracked
in real-time. This technology is paving the way in promoting safer driving
conditions and works to enhance the driving experience and to eliminate
accidents caused through driver drowsiness or distraction.

There are many different sectors that can benefit from this revolutionary
software, for which it has been developed, including: automotive; academic
research; medicine/healthcare; defence; autostereoscopy (next generation
displays); sport; and games.


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            The company news service from the London Stock Exchange